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Vancouver, BC – May 3, 2018: Blockchain Foundry Inc. (“BCF”) (formerly Tiller Resources Ltd. (NEX:TIR.H) (“Tiller”)) is pleased to announce the completion of its previously announced business combination (the “Business Combination”), creating a blockchain-based business solutions and consulting company. In connection with the Business Combination, Tiller changed its name to Blockchain Foundry Inc.
Pursuant to the Business Combination, BCF acquired all of the issued and outstanding shares of Blockchain Foundry Inc. (now Blockchain Foundry 2018 Ltd., a wholly owned subsidiary of BCF) (“BCF Private”) and issued to BCF Private shareholders one common share in BCF (the “BCF Shares”) in exchange for each common share of BCF Private held.
Blockchain Foundry Inc.
Blockchain Foundry Inc. develops and commercializes blockchain-based business solutions and provides consulting services to corporate clients seeking to incorporate blockchain technology in their businesses. Blockchain Foundry Inc. has developed a proprietary blockchain-based ecommerce solution, Blockmarket, which is a downloadable software application, and has begun development work on a web-based Blockmarket application. Blockchain Foundry Inc. has also added personnel in the area of corporate development and business development to explore other blockchain-based opportunities going forward.
On closing of the Business Combination, BCF Private had approximately 54 million common shares issued and outstanding on an undiluted basis. As a result of the Business Combination, BCF expects to have approximately 70 million common shares issued and outstanding on an undiluted basis, with approximately 77% of those shares being held by former BCF Private shareholders and approximately 23% of those shares being held by former Tiller shareholders. The shares held by new “principals” of BCF will be subject to such escrow requirements as may be imposed by the securities regulatory authorities.
Change in Management
In connection with the Business Combination, the management and board of BCF have resigned and a new board and senior management have been appointed. The new board of directors and senior management of BCF are:
Daniel Wasyluk, Chief Executive Officer & Director
Mr. Wasyluk is a co-founder of BCF Private and has served as a director and Chief Executive Officer of BCF Private since August, 2016. From August 2013 until June 2017, Mr. Wasyluk was a Senior User Interface Development Manager at Decision Lens, an enterprise software company based in Arlington, Virginia. From June 2017 until January 2018, Mr. Wasyluk was the Director of Software Engineering, User Interfaces at Decision Lens. Mr. Wasyluk has been involved in software development and engineering since 2000. Mr. Wasyluk has been involved in blockchain technology since 2013 and was one of the original developers of the Syscoin protocol, which launched a public blockchain in August 2014. Mr. Wasyluk holds a Bachelor of Science from the Rochester Institute of Technology.
Christopher Marsh, Chief Financial Officer & Director
Mr. Marsh is a co-founder of BCF Private and has served as a director and Chief Financial Officer of BCF Private since August, 2016. Mr. Marsh has more than 10 years of professional experience in investment banking, corporate development and investment management. Most recently, Mr. Marsh served as Vice President, Corporate Development with Richardson GMP Limited, a leading Canadian wealth management company from January, 2017 until January, 2018. Mr. Marsh began his career in investment banking at GMP Securities LP in Toronto, holding the positions of Associate, Corporate Development (May 2011 until January 2014), Vice President, Corporate Development (January 2014 until March 2015) and Vice President, Investment Banking (March 2015 until January 2016). He has worked in Toronto and London, UK as an investment banker and fund manager. Mr. Marsh has been involved in blockchain technology and cryptocurrency since 2014. Mr. Marsh is a CFA Charterholder and
holds a Bachelor of Commerce from Queen’s University and a Masters in Finance from London Business School.
Jagdeep Sidhu, Chief Technology Officer
Mr. Sidhu is a co-founder of BCF Private and has served as a director and Chief Technology Officer of BCF Private since August, 2016. Mr. Sidhu has worked as a software engineer since 2005 and has substantial expertise and experience in developing mission-critical software applications and in the blockchain and cryptocurrency space. Mr. Sidhu also has experience with database programming, client/server systems, embedded systems, artificial intelligence, genetic algorithms, neural networks, automated trading bots and strategies, image recognition, wavelet transformations, game programming. From 2008-2017, Mr. Sidhu worked as a Senior Software Engineer with Alpha Technologies, a provider of industrial power supply systems based in Burnaby, BC., Mr. Sidhu has been in the cryptocurrency space since 2013 developing e-commerce payment plugins, coin wallets and consensus algorithms for multiple coins before the development of Syscoin. Mr. Sidhu and Mr. Schepis began development on Syscoin in 2014. Mr. Sidhu was the creator of Syscoin 2.0 and is heavily involved in the development of Syscoin 3.0. Mr. Sidhu holds a Bachelor of Technology degree in Computer Science from the British Columbia Institute of
Sebastian Schepis, Chief Information Officer
Mr. Schepis is a co-founder of BCF Private and has served as a director and Chief Information Officer of BCF Private since August, 2016. Mr. Schepis has been involved in the technology sector since 1994 and has been active as a developer and consultant across a range of industries and software applications. From 2015-2018, Mr. Schepis was a senior director at Figur8 Cloud Solutions, a San Francisco-based software firm focused on customized implementations of the Salesforce.com CRM solution. From 2012-2014, Mr. Schepis co-founded Bespin Holdings Inc., a mobile application development studio based in San Francisco. Mr. Schepis is the creator and lead developer of Syscoin. He was one of the co-founders of a company which eventually became Oracle Project Manager - an enterprise-level project management system which has generated over a billion dollars in sales and consulting revenues since it was released just over ten years ago.
Deborah Robinson, Director
Ms. Robinson is the founder and President of Bay Street HR, an outsourced human resources service provider to small and mid-sized private and public companies. Prior to founding Bay Street HR, Ms. Robinson served as the Executive Director at CIBC World Markets, where she oversaw human resources for Investment Banking, Merchant Banking and Loan Products. She also held senior HR positions at Fidelity Investments and American Express in Boston and New York City. She currently serves as a Director, Chair of Governance and Compensation Committee of Canada Jetlines Ltd., a TSXV-listed company. Ms. Robinson previously sat on the board of Frontline Technologies Inc., a TSXV-listed company, and VIA Rail Canada and Frontline Technologies Inc., and served as the Chief People Officer of Equity Financial Trust Company, a TSX-listed company. Ms. Robinson has been serving on the board of Best Buddies Canada, a non-profit charitable organization, as Director and Chair of the Human Resources and Governance Committee. A graduate of the Directors Education Program at the Institute of Corporate Directors, she has earned its ICD.D designation.
Alain Miquelon, Director
Mr. Miquelon currently serves as the Executive Chairman of the Board of Marine Press of Canada since November 2017, and as Senior Advisor for Champlain Financial Corporation, a private equity firm. He is also president of Jalmiq Capital, a private investment company. His carreer includes over 20 years of industry experience acting as senior officer of publicly-traded companies, and five years of experience working in investment banking. From 2009 to 2016, Mr. Miquelon was a member of the executive committee of TMX Group, serving as President and CEO of Bourse de Montréal Inc., and Group Head of Derivatives markets. He joined Montréal Exchange Inc. in August 2007 and served as its Executive Vice President, Chief Financial officer and Head of Strategic Planning and Development until June 2009. From 1995 to 2007, Mr. Miquelon's experience includes nine years acting as CFO and three years acting as COO for public companies operating in the technology and business services industries. Mr. Miquelon has extensive experience acting as a director of private and public companies, as well as not-for-profit organizations. He currently sits on the board of Jitneytrade Inc, an IIROC broker-dealer, and is the chairman of Fonds de Développement du College Jean de Brebeuf. Mr. Miquelon is a CPA and holds a Bachelor's Degree in Administration from the Hautes Études Commerciales of the University of Montréal and a Master's Degree in Business Administration from INSEAD.
Mark Schnarr, Director
Mr. Schnarr served as President & Chief Executive Officer of Alpha Technologies Ltd. from June 2006 to March 2016. Previously, Mr. Schnarr served as Executive Vice President, TELUS and President, TELUS Ventures from May 2001 to March 2005. There he established a $100M venture capital fund and facilitated investments in 18 start-ups consistent with the strategic and business interests of the parent organization. In that same capacity, Mr Schnarr reorganized and led the Singapore headquartered TELUS International Business Unit. Mr Schnarr has more than 40 years of experience in the telecom and related industries. He joined BC Tel in 1980 and held a number of senior management and executive level positions including VP/GM BC Tel Interactive, VP/GM Enhanced Services and VP/GM System Support Services Inc. Following the merger of BC Telecom and Telus in 1999, he served as Vice President of Internet Services in the newly created entity with responsibility for a network of portals; e-business solutions; enhanced data and internetworking services. In addition to these roles, Mr Schnarr has served on the Board of some 26 entities including MetaOptima, Wolf Medical Services, Medialinx, Rapport Interactive, Apparent Networks, Soltrus, ePost, Mitra Innovations, Alpha Technologies, Argus Technologies, Vision Critical and IP Unity. Some of his not-for-profit Board memberships have included The TELUS Foundation, Science World and the Canadian Chamber of Commerce. He holds a BA from the School of Business Administration and Economics, Simon Fraser University, a Canadian Securities Course Certificate, and an executive refresh from the Richard Ivey School of Business.
De-Listing from the TSXV and Listing on the CSE
The BCF Shares will be delisted from the TSX Venture Exchange immediately prior to Listing on the Canadian Securities Exchange (the "CSE"). BCF received conditional approval to list its common shares on the CSE on April 5, 2018. BCF Shares are expected to commence trading on the CSE under the ticker symbol “BFCN”. BCF will announce when a trading commencement date has been finalized.
Certain portions of this press release contain “forward-looking information” within the meaning of applicable securities legislation, which is also referred to as “forward-looking statements”, which may not be based on historical fact. Wherever possible, words such as “will”, “plans,” “expects,” “targets,” “continues”, “estimates,” “scheduled,” “anticipates,” “believes,” “intends,” “may,” “could,” “would” or might, and the negative of such expressions or statements that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved, have been used to identify forward looking information. Such forward-looking statements include, without limitation, the Listing on the CSE, the delisting from the TSX Venture Exchange and other factors.
Forward looking statements should not be read as guarantees of future events, future performance or results, and will not necessarily be accurate indicators of the times at, or by which, such events,
performance or results will be achieved, if achieved at all. Readers should not place undue reliance on such forward-looking statements, as they reflect management’s current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by BCF and, where applicable, management of BCF Private, are inherently subject to significant business, economic, regulatory, competitive, political and social
uncertainties and contingencies. Many factors could cause BCF’s actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including among others, failure to obtain any of the required exchange, regulatory or other approvals for the listing on the CSE or the de-listing from the TSX Venture Exchange, failure to delist from the TSXV or complete the Listing on the CSE. The preceding list is not exhaustive of possible factors. BCF disclaims any intent or obligation to update or revise publicly any forward-looking statements whether as a result of new information, estimates, future events or results, or otherwise, unless required to do so by applicable laws. The forward looking statements contained herein are expressly qualified in
their entirety by this cautionary statement.
Neither the TSX Venture Exchange Inc., nor any other securities regulatory authority, has in any way passed upon the merits of the Business Combination, nor has any such entity approved or disapproved the contents of this news release. Neither the TSX Venture Exchange Inc., nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities offered in connection with the business combination have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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